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EXHIBIT 10.T
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 13th day of November,
1997, by and between UNIMED PHARMACEUTICALS, INC., a Delaware corporation (the
"Company") and XX. XXXXXX X. XXXXX ("Executive").
WITNESSETH:
WHEREAS, the Company desires to employ the Executive, and the Executive
desires to accept such employment, upon the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the covenants and mutual agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Employment. Throughout the Term (as defined in Section 2 below), the
Company shall employ Executive as provided herein, and Executive hereby
accepts such employment. In accepting such employment, Executive
represents to the Company that he is not now, and by accepting such
employment, will not be, under any restrictions in the performance of the
duties contemplated under this Agreement as a result of the provisions of
any prior employment agreement or non-compete or similar agreement to
which Executive is or was a party.
2. Term of Employment. The term of Executive's employment by the Company
hereunder shall commence on November 13, 1997 (the "Effective Date") and
shall continue until terminated in accordance with the provisions of this
Agreement (the "Term").
3. Duties. Throughout the Term, and except as otherwise expressly provided
herein, Executive shall be employed by the Company as the President and
Chief Executive Officer ("CEO") of the Company. In such capacities,
Executive shall devote his full time to the performance of his duties as
President and CEO of the Company which shall include the responsibilities
and authority generally afforded to chief executive officers of comparable
public corporations, but subject, in all cases, to the provisions of the
Company's By-laws, this Agreement and the directions of the Company's
Board of Directors (the "Board"). In addition, the Company shall promptly
appoint Executive to the Board and thereafter nominate Executive as a
nominee for election to the Board and solicit proxies for his election for
so long as this Agreement is in effect. Without limiting the generality
of the foregoing, throughout the Term Executive shall faithfully perform
his duties as President and CEO and at all times use his diligent efforts
to promote the best interests of the Company, it being acknowledged by the
Company, however, that Executive shall not be precluded from engaging in
charitable and community affairs (including, but not limited to, service
on the boards of such organizations), from managing his personal
investments or from serving as a member of the board of directors of
Thunderbird - The American Graduate School of International Management
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("Thunderbird"), The Mercy Ships Foundation ("Mercy") or of a for profit
subsidiary of Highland Park Hospital ("Highland Park"); provided, however,
that such activities do not interfere in any material respect with
Executive's performance of his obligations to the Company hereunder.
4. Compensation.
(a) Salary. For any and all services performed by Executive under this
Agreement during the Term, the Company shall pay to Executive an
annual salary of Two Hundred Fifty Thousand ($250,000) per year (the
"Salary"). The Salary shall be paid in equal installments no less
frequently than monthly and in accordance with Company practice,
prorated, however, for any period of less than a full month. The
Salary will be reviewed annually by the Board and a determination
shall be made by the Board as to the appropriateness of an increase,
if any, thereto.
(b) Bonus. In addition to the Salary, Executive shall be eligible to
receive from the Company an incentive compensation bonus (the
"Bonus") of up to 50% of his Salary. The Bonus, if any, shall be
determined based on the achievement by the Company of certain
specific strategic plans and goals (the "Strategic Goals") during
the preceding calendar year (the "Measurement Period") as shall be
determined by the Board following its consideration of
recommendations from the Executive. The Strategic Goals for each
Measurement Period shall be established as promptly as possible in
each such Measurement Period, with the expectation that the Strategic
Goals be in place each year prior to distribution of the Company's
annual proxy materials. Following each Measurement Period, the
Compensation Committee of the Board shall review the Strategic Goals
for the prior Measurement Period in light of the Company's actual
performance during such Measurement Period. Achievement of various
levels of the Strategic Goals shall result in the following payments
as a percentage of Salary:
Level of Achievement Bonus as Percent of Salary
-------------------- --------------------------
None to Threshold 0%
Threshold 20%
Budget 40%
Target 50%
Payment of each year's Bonus, if any, shall be made promptly
after the amount of such Bonus is ascertainable and in no event
later than March 31 in the year following the year with respect to
which the Bonus shall be owed. In addition, and at its sole
discretion, the Board may award additional compensation to Executive
based on Executive's contributions to the Company.
5. Benefits and Other Rights. In consideration for Executive's performance
under this
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Agreement, and in addition to the payments provided in Section 4, the
Company shall provide to Executive the following benefits:
(a) The Company will reimburse Executive for, or provide cash
advances for, all reasonable out-of-pocket business expenses
incurred by Executive in connection with his employment hereunder;
provided, Executive adheres to any and all reasonable policies
established by the Company from time to time with respect to such
reimbursements or advances, including, but not limited to, a
requirement that Executive submit supporting evidence of any such
expenses to the Company.
(b) The Company will provide Executive with a monthly car
allowance in the amount of one thousand dollars ($1,000.00) net of
tax cost to the Executive.
(c) During the Term, Executive shall be entitled to participate
in any employee benefit plans (including, but not limited to, any
life insurance, disability, medical, dental, hospitalization,
savings, retirement, and other benefit plans of the Company) then in
effect for executive officers of the Company and to receive any
other fringe benefits that the Company then provides to executive
officers of the Company to the extent Executive meets the
eligibility requirements for any such plan or benefit.
(d) (i) Executive shall be provided $1,200,000 term life
insurance protection with the death benefit payable to Executive's
estate (or as Executive otherwise directs) and (ii) Executive shall
be permitted to participate in the Company's existing 401(k) plan,
with the Company making matching contributions in accordance with
said plan.
(e) During the Term the Executive shall be entitled to four (4)
weeks paid vacation, it being understood and agreed that unused
vacation shall not be carried over from one year to the next.
(f) The Company will pay Executive's dues at Exmoor Country Club
and the other expenses payable to maintain Executive's membership
and use privileges at the club such as the annual fees payable as a
condition to use of the golf, tennis and other facilities for which
an annual fee is payable, the annual employee fund and other
analogous charges up to a maximum of $10,000 per year at current
rates, but subject to adjustment during the Term as such dues and
fees may be increased.
(g) At the direction of the Executive, the Company shall make a
charitable donation of Ten Thousand Dollars ($10,000) to either
Thunderbird or Mercy each year during the Term, beginning with a
contribution in 1997.
(h) The Company will purchase such equipment as Executive
reasonably deems necessary to enable him to perform work for the
Company from his home or while
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traveling, including an office computer and fax machine, a portable
computer and a cellular phone. These items will remain the
property of the Company, but Executive will have exclusive use of
these items during his employment term. From time to time, the
equipment will be upgraded as Executive reasonably requests to keep
pace with technological developments and his needs.
(i) The Company will reimburse the Executive for the reasonable
costs of travel, lodging and other incidental costs associated with
Executive's participation as a board member of Thunderbird and
Mercy, to the extent that such costs are not reimbursed by such
entities.
(j) The Company will indemnify Executive against claims arising
out of Executive's service with the Company to the fullest extent
permitted by law and the Company's Certificate of Incorporation and
will include Executive under the coverage provided by the Company's
existing D&O insurance policy during the term of his employment
hereunder and, if permitted to do so by its D&O carrier at no more
than nominal cost to the Company, for a period of five years after
termination of employment.
(k) During the Term, the Company shall provide Executive with
such other employment benefits as may from time to time be made
generally available to employees of the Company; provided, however,
that the Company shall not be required to establish and maintain any
specific benefits or benefit plans.
6. Options. (a) As of November 13, 1997, the Compensation and Stock Option
Committee of the Board of Directors (the "Committee") shall grant to
Executive stock options pursuant to the terms and conditions of the
Company's 1991 Stock Option Plan (the "Option Plan"), as amended, to
purchase 400,000 shares of the Company's common stock (the "Options"), at
an exercise price per share of $7.50 which is the fair market value of the
Company's common stock on the date of grant. The options granted to the
Executive will expire ten years from the date of grant. Of the Options
granted to Executive, 66,665 Options shall be incentive stock options
("ISOs") which will vest at the rate of 13,333/year (based on the exercise
price of $7.50) on November 13 of each of the five years 1997-2001. The
remaining Options shall be granted under the Option Plan as non-qualified
stock options ("NQOs"). There will be immediate vesting of 36,667 NQO
Options (which represents the difference between 50,000 shares and the
number of shares vested in 1997 under the ISO described above). The
remaining NQOs (the "Monthly NQOs") will vest at a uniform rate of 6,180
NQO options on the 13th day of each of the 47 consecutive months beginning
with December 1997 with a final vesting of 6,208 NQO options on the 13th
day of the 48th month. 2,083 of the Monthly NQOs in each of the first 47
months and 2,099 of the Monthy NQOs in the 48th month (for a total of
100,000 NQO options) shall not be exercisable until the attainment of
certain "milestone achievements" which are to be mutually agreed to by the
Board and the Executive within
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90 days of the date of the Employment Agreement. The milestone options
shall become purchasable in chronological order as the milestones are
achieved so that, for example, if and when milestones are achieved which
render one-half of the milestone option shares purchasable, then the
milestone requirement would not then thereafter restrict purchases through
the 24th of the 48 monthly vesting installments. The Company agrees to
allow the Executive to exercise Options on a cash-less basis (to the
extent permitted by the Option Plan) or, if not permitted by the Option
Plan, to use its best efforts to amend the Option Plan to allow such
exercise in accordance with current law, including, but not limited to,
applicable regulations of the Securities and Exchange Commission.
(b) Upon exercise of any Options, Executive may request that the
Company provide Executive with a loan (the "Loan" or if multiple loans are
requested the "Loans") in an amount sufficient to purchase the shares
subject to such exercised Options, up to a maximum for all Loans of an
amount sufficient to exercise Options for 100,000 shares of the Company's
stock, each such Loan to be evidenced by a promissory note (the "Note" and
collectively the "Notes") which shall provide for an interest rate equal
to the Applicable Federal Rate of interest authorized by Section 1274(d)
of the Internal Revenue Code, as amended, be secured by the Company
shares so acquired, require payment of interest annually on each November
13, provide for payment of principal as a lump sum on the earlier to occur
of four (4) years from the date of the Note or one (1) year from the date
of termination of employment and contain such other terms as the Company
and Executive shall reasonably agree.
(c) The Option Plan is currently registered under the Securities Act
of 1933 and the Company hereby commits to maintain such registration in
effect until Executive's Options are fully exercised.
7. Termination of the Agreement.
(a) The Company shall have the right to terminate the Agreement,
effective upon delivery of written notice of termination to
Executive under the following circumstances:
(i) Executive shall die or shall be deemed to be
Permanently Disabled (as defined in Section 9 below);
(ii) Without Cause (as hereinafter defined), effective
immediately upon delivery of written notice to Executive by
the Company; or
(iii) With Cause, it being agreed that Executive's employment shall
not be deemed to have been terminated for Cause unless the
primary reason for Executive's termination shall be that:
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(1) Executive has been convicted of (or plead guilty or nolo
contendere to) a felony; or
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(2) Executive has engaged in embezzlement.
The Executive may not be terminated for Cause unless there shall be
been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of a majority of the Board of Directors of
the Company, at a meeting of that Board held after reasonable notice
to the Executive of the purpose for the meeting and an opportunity
for the Executive to be heard at such meeting), finding that in the
good faith opinion of the Board the Executive shall have engaged in
conduct described in clause (1), (2) or (3) above and specifying the
particulars thereof. Such a finding by the Board of Directors of
the Company shall be a prerequisite to a termination for Cause, but
such a finding shall not preclude the Executive from seeking a
determination by means of an arbitration proceeding pursuant to
Section 13 of this Contract that Cause did not exist for such
termination. Any termination of the Executive's employment by the
Company which shall not be for Cause as defined in this Section shall
be deemed to be "not for Cause."
(b) This Agreement may be terminated by the Executive at any time
upon thirty (30) days prior written notice to the Company.
(c) Upon termination pursuant to Section 7(a)(i) or 7(a)(ii) the
Company shall (i) reimburse Executive, or his estate, when and as
otherwise due in accordance with Section 5, for his expenses accrued
through the date of termination, plus (ii) compensate Executive, or
his estate, through the end of the month in which the termination
occurs for the regular monthly portion of his Salary, plus (iii) pay
to Executive the "applicable incentive percentage" (as herein
defined) of Executive's Salary paid in the year of termination
through the end of the month in which termination occurs, plus (iv)
pay an amount per day for any accrued but unused vacation time
compensated at the rate of Salary for the current year plus Bonus
paid for the prior Measurement Period, plus (v) pay an amount equal
to any Bonus for the prior year which has been earned and awarded but
not yet paid. As used herein, "applicable incentive percentage" will
be the percentage of incentive compensation Executive earned for the
preceding Measurement Period (expressed as a percentage of
Executive's salary in that year), provided that if Executive's
employment is terminated in 1998, the applicable percentage will be
0%. For example, if a termination of employment were to occur after
1998 on a June 15, at a time when Executive's salary was $250,000,
his Bonus for the prior Measurement Period (which has been paid) had
been 40% ($100,000) and he had two weeks unused
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vacation time and no reimbursable expenses, the Company would be
obligated to make the following payments: $20,833.33 of Salary
(assuming that no portion of his monthly salary had been paid in
June), plus, $50,000 (representing the applicable incentive
percentage of $250,000 x 40% x .5 = $50,000), plus $13,461.54 for
unused vacation ($250,000 + $100,000 divided by 52 x 2 = $13,461.54),
for a total of $84,294.87. In addition to the foregoing payments,
after a termination under Section 7(a)(i) or 7(a)(ii), the Company
will pay Executive or Executive's estate, an amount equal to
Executive's annual Salary as in effect at the time of termination,
payable in 12 equal monthly payments. Finally, upon a termination
under Section 7(a)(i) or 7(a)(ii) medical, dental and disability
benefits will be extended, on the same terms as if Executive had
continued to be an employee of the Company, for a period of
twenty-four (24) months.
(d) Upon termination in accordance with Section 7(a)(iii) or 7(b), the
Company shall (i) pay the Executive all Salary accrued but unpaid as
of the date of such termination, (ii) reimburse the Executive, when
and as otherwise due in accordance with Section 5, his expenses
accrued through the date of termination, and (iii) pay any Bonus
earned but not yet paid for any year prior to the year in which the
termination occurs.
(e) Any dollar amounts which are to be paid at the time of termination
under this Section (other than any Salary continuation under Section
7(c)) shall be paid promptly upon termination of employment, but in
no event more than thirty (30) days after the date of termination.
Any salary continuation payments shall be made in accordance with the
normal payroll policies of the Company. All payments made pursuant
to this Section 7 shall be subject to all appropriate withholding
taxes.
(f) The Company's Board will, with input from Executive, develop an
appropriate "golden parachute" compensation package in which
Executive and other key executives would participate in the event of
a take over or other change in control. The plan will include
features included in such plans at public companies in the same
industry as and of similar size as the Company.
8. Effect of Expiration or Termination of the Agreement. Promptly
following the expiration or termination of this Agreement, and except
as provided in Section 7 or as otherwise expressly agreed by the Company:
(a) Executive's duties shall cease as of the effective date of
termination; provided, however, the Executive shall provide the
Company with all reasonable assistance necessary to permit the
Company to continue its business operations without interruption
and in a manner consistent with reasonable business practices,
provided that such transition period shall not exceed thirty (30)
consecutive days after termination nor require more than twenty (20)
hours of Executive's time per
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week. In the event that the Company shall request Executive to
provide transitional assistance after the effective date of
termination, Executive shall be paid at any hourly rate based on a
2,080 hour work year and his then current Salary, based upon time
sheets submitted by Executive specifying the services performed and
the amount of time expended;
(b) Executive shall deliver to the Company possession of any and
all property owned or leased by the Company which may then be in
Executive's possession or under his control, including without
limitation, any and all such keys, credit cards, telephones,
automobiles, equipment, supplies, books, records, files, computer
equipment, home office equipment purchased by the Company for
Executive's use, computer software and other such tangible and
intangible property of any description whatsoever. If, following the
expiration or termination of the Agreement, Executive shall receive
any mail addressed to the Company, Executive shall immediately
deliver such mail, unopened and in its original envelope or package,
to the Company; and
(c) Other than as provided in Section 7, upon a termination of
employment Executive's participation in all other benefits or
entitlement to participate in Company programs or benefits, if any,
shall be determined in accordance with the Company's employee benefit
plans and other applicable programs and practices then in effect;
provided, however, that all policies of life insurance, if any,
relating solely to Executive shall be assigned to Executive within
thirty (30) days following termination, provided that such assignment
shall be at no cost or expense to the Company, and provided further
that such assignment shall state that it is made subject to the terms
and conditions of the policy(ies).
9. Definition of "Permanently Disabled". Executive shall be deemed to be
"Permanently Disabled" upon ninety (90) days after the first to occur of
either of the following:
(a) The Company shall receive a written certificate from a physician
selected by the Company, and reasonably acceptable to the Executive,
stating that, based upon one or more examinations of Executive by
such physician made at the Company's request, it is such physician's
opinion that for a period of at least six (6) consecutive months from
the date of such certification Executive is and will be substantially
unable to perform his duties hereunder or that it would seriously
impair his physical or mental health to perform such duties; or
(b) Executive shall be adjudicated as an incompetent or disabled
person and a conservator or a guardian shall be appointed for his
person or property by a court of competent jurisdiction.
10. Inventions and Discoveries.
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(a) Executive shall promptly and fully disclose to the Company, and with
all necessary detail for a complete understanding of the same, all
developments, know-how, discoveries, inventions, improvements,
concepts, ideas, writings, formulae, processes and methods of a
financial or other nature (whether copyrightable, patentable or
otherwise) made, received, conceived, acquired or written during
working hours, or otherwise, by Executive (whether or not at the
request or upon the suggestion of the Company) during the period of
his employment with the Company or any of its subsidiaries, solely or
jointly with others, in or relating to any activities of the Company
or its subsidiaries known to him as a consequence of his employment
with the Company (collectively the "Subject Matter").
(b) Executive hereby assigns and transfers, and agrees to assign and
transfer, to the Company, all his rights, title and interest in and
to the Subject Matter, and Executive further agrees to deliver to the
Company any and all drawings, notes, specifications and data relating
to the Subject Matter, and to execute, acknowledge and deliver all
such further papers, including applications for copyrights or
patents, as may be necessary to obtain copyrights and patents for any
thereof in any and all countries and to vest title thereto to the
Company. Executive shall assist the Company in obtaining such
copyrights or patents during the term of this Agreement, and any time
thereafter on reasonable notice and at mutually convenient times, and
Executive agrees to testify in any prosecution or litigation
involving any of the Subject Matter, provided however, that Executive
shall be compensated in a timely manner at the rate of $100.00 per
hour (with a minimum of $500 per day), plus out-of-pocket expenses
incurred in rendering such assistance or giving or preparing to give
such testimony if it is required after termination of his employment.
11. Confidentiality. The Executive acknowledges that during the period of
his employment by the Company, and in his performance of services
hereunder, he will be placed in a relationship of trust and confidence
regarding the Company and its affairs. In the course of and due to that
relationship he will have contact with the Company's customers, suppliers,
affiliates, and distributors and their personnel. In the course of the
aforesaid relationship, he will have access to and will acquire
confidential information relating to the business and operations of the
Company, including, without limitation, information relating to processes,
plans and methods of operation of the Company. The Executive acknowledges
that any such information that is not a trade secret, nonetheless
constitutes confidential information as between himself and the Company,
that the disclosure thereof (or of any information which he knows relates
to confidential, trade, or other secret aspects of the Company's business)
would cause substantial loss to the goodwill of the Company, and will
continue to be made known to Executive only because of the position of
trust and confidence which he will continue to occupy hereunder. In view
of the foregoing, and in consideration of the covenants and premises of
this Agreement, the Executive agrees that during the term of this
Agreement and at all times thereafter, Executive shall not in any manner,
either directly or indirectly, divulge, disclose or communicate to any
person or
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firm, except to or for the Company's benefit as directed by the Company,
any of the confidential information which he may have acquired in the
course of or as an incident to his employment by the Company, the parties
agreeing that such information affects the successful and effective
conduct of the business and goodwill of the Company and that any breach
of the terms of this Section 11 is a material breach of this Agreement.
Notwithstanding the foregoing, nothing in this Section 11 shall preclude
Executive from disclosing confidential information pursuant to law or
court order or disclosing confidential information which has been made
public through the release or disclosure by persons other than Executive.
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12. Remedies.
(a) The covenants of Executive set forth in Section 11 are separate and
independent covenants for which valuable consideration has been paid,
the receipt, adequacy and sufficiency of which are acknowledged by
Executive, and have also been made by Executive to induce the Company
to enter into this Agreement. Each of the aforesaid covenants may be
availed of, or relied upon, by the Company in any court of competent
jurisdiction, and shall form the basis of injunctive relief and
damages including expenses of litigation suffered by the Company
arising out of any breach of the aforesaid covenants by Executive.
The covenants of Executive set forth in this Section 12 are
cumulative to each other and to all other covenants of Executive in
favor of the Company contained in this Agreement and shall survive
the termination of this Agreement for the purposes intended.
(b) Each of the covenants contained in Section 11 above shall be
construed as agreements which are independent of any other provision
of this Agreement, and the existence of any claim or cause of action
by any party hereto against any other party hereto, of whatever
nature, shall not constitute a defense to the enforcement of such
covenants. If any of such covenants shall be deemed unenforceable
but may be made enforceable by the imposition of limitations thereon,
Executive agrees that the same shall be enforceable to the fullest
extent permissible under the laws and public policies of the
jurisdiction in which enforcement is sought. The parties hereto
hereby authorize any court of competent jurisdiction to modify or
reduce the scope of such covenants to the extent necessary to make
such covenants enforceable.
13. Arbitration. Any claims, disputes or controversies arising out of or
relating to this Agreement between the parties (other than those arising
under Section 12) shall be submitted to arbitration by the parties. The
arbitration shall be conducted in Chicago, Illinois in accordance with the
rules of the American Arbitration Association then in existence and the
following provisions: Either party may serve upon the other party by
guaranteed overnight delivery by a nationally recognized express delivery
service, a written demand that the dispute, specifying in detail its
nature, be submitted to arbitration. Within seven business days after the
service of such demand, each of the parties shall appoint an arbitrator
and serve written notice by guaranteed overnight delivery by a nationally
recognized express delivery service, of such appointment upon the other
party. The two arbitrators appointed shall appoint a third arbitrator.
The decision of two arbitrators in writing under oath shall be final and
binding upon the parties. The arbitrators shall decide who is to pay the
expenses of the arbitration. If the two arbitrators appointed fail to
agree upon a third arbitrator within ten days after their appointment,
then an application may be made by either party, upon notice to the other
party, to any court of competent jurisdiction for the appointment of a
third arbitrator, and any such appointment shall be binding upon both
parties.
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14. Notices. Any and all notices necessary or desirable to be served
hereunder shall be in writing and shall be:
(a) personally delivered, or
(b) sent by certified mail, postage prepaid, return receipt
requested, or guaranteed overnight delivery by a nationally
recognized express delivery company, in each case
addressed to the intended recipient at the address set forth
below.
(c) For notices sent to the Company:
Unimed Pharmaceuticals, Inc.
0000 Xxxx Xxxx Xxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Office of the Chairman of the Board
(d) For notices sent to Executive:
Xx. Xxxxxx X. Xxxxx
0000 Xxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Either party hereto may amend the addresses for notices to such party
hereunder by delivery of a written notice thereof served upon the other
party hereto as provided herein. Any notice sent by mail as provided
above shall be deemed delivered on the second business day next following
the postmark date which it bears.
15. Entire Agreement. This Agreement, along with the Option Plan, sets forth
the entire agreement of the parties hereto with respect to the subject
matter hereof, and all prior negotiations, agreements and understandings
are merged herein. This Agreement may not be modified or revised except
pursuant to a written instrument signed by the party against whom
enforcement is sought.
16. Severability. The invalidity or unenforceability of any provision hereof
shall not affect the enforceability of any other provision hereof, and
except as otherwise provided in Section 12 above, any such invalid or
unenforceable provision shall be severed from this Agreement.
17. Waiver. Failure to insist upon strict compliance with any of the terms
or conditions hereof shall not be deemed a waiver or such term or
condition, and the waiver or relinquishment of any right or remedy
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or remedy at any other time or
times.
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18. Governing Law. This Agreement and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the
laws of the State of Illinois.
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19. Benefit and Assignability. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. The
rights and obligations of Executive hereunder are personal to him,
and are not subject to voluntary or involuntary alienation, transfer,
delegation or assignment, except by will or by the laws of dissent and
distribution.
20. Payments. Any and all payments made to Executive under this Agreement
shall be subject to deduction for any and all applicable federal, state
and local payroll and withholding taxes.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first above written.
UNIMED PHARMACEUTICALS, INC.
By:
__________________________________
Its: __________________________________
EXECUTIVE:
_____________________________________
XX. XXXXXX X. XXXXX
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